Exhibit 4.1


 





Restricted Stock Unit Agreement


 


This Restricted Stock Unit Agreement (this
“Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between SenesTech,
Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).


 


WHEREAS, the Company has adopted
the 2015 Equity Incentive Plan (the “Plan”) pursuant to which Restricted Stock Unit Awards may be granted; and


 


WHEREAS, the Committee has determined
that it is in the best interests of the Company and its shareholders to grant the Restricted Stock Unit Award provided for herein.


 


NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:


 


1.            
Grant
of Restricted Stock Units.


 


1.1             
Pursuant to Section 6(b) of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock Unit
Award consisting of, in the aggregate, [NUMBER] Restricted Stock Units (the “Restricted Stock Units”). Each
Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the terms and conditions set forth
in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the
Plan.


 


1.2             
The Restricted Stock Units shall be credited to a separate account maintained for the Grantee on the books and records of
the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part
of the general assets of the Company.


 


2.            
Consideration.
The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.


 


3.            
Vesting.


 


3.1             
Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting
date, the Restricted Stock Units will vest in accordance with the following schedule (the period during which restrictions apply,
the “Restricted Period”):


 


	Vesting Date	Number of Restricted Stock Units That Vest
	[DATE]	[NUMBER]
	[DATE]	[NUMBER]
	[DATE]	[NUMBER]
	[DATE]	[NUMBER]


 


 


Once vested,
the Restricted Stock Units become “Vested Units.”


 


3.2             
The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates for any reason other
than as a result of Grantee’s death or Disability at any time before all of his or her Restricted Stock Units have vested,
the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of Continuous Service
and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.


 






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4.            
Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the Restricted
Stock Units are settled in accordance with Section 6, the Restricted Stock Units or the rights relating thereto may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge,
attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective
and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee’s rights
to such units shall immediately terminate without any payment or consideration by the Company.


 


5.            
Rights
as Shareholder; Dividend Equivalents.


 


5.1             
The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted
Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.


 


5.2             
Upon and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of
Common Stock underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record
owner shall be entitled to all rights of a shareholder of the Company (including voting rights).


 


5.3             
The Grantee shall not be entitled to any Dividend Equivalents with respect to the Restricted Stock Units to reflect any
dividends payable on shares of Common Stock.


 


6.            
Settlement
of Restricted Stock Units.


 


6.1             
Subject to Section 9 hereof, promptly following the vesting date, and in any event no later than March 15 of the calendar
year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number
of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company
as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.


 


6.2             
If the Grantee is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined
by the Committee, at a time when the Grantee becomes eligible for settlement of the RSUs upon his “separation from service”
within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under
Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee’s
separation from service and (b) the Grantee’s death.


 


7.            
No
Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained
in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be
construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without
Cause.


 


8.            
Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the Restricted Stock
Units shall be adjusted or terminated in any manner as contemplated by Section 9 of the Plan.


 


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9.            
Tax
Liability and Withholding.


 


9.1             
The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation
paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units
and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding
taxes. The Company will permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following
means, or by a combination of such means:


 









(a)               
tendering a cash payment.


 


(b)              
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable
to the Grantee as a result of the vesting of the Restricted Stock Units; provided, however, that no shares of Common Stock
shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law.


 


(c)               
delivering to the Company previously owned and unencumbered shares of Common Stock.


 


9.2             
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other
tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains
the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related
Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and
(b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related
Items.


 


10.        
Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the
Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock
exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred
unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with
to the satisfaction of the Company and its counsel.


 


11.        
Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial
Officer of the Company (or if the Grantee is also the Chief Financial Officer of the Company, the Chief Executive Officer of the
Company) at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either
party may designate another address in writing (or by such other method approved by the Company) from time to time.


 


12.        
Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard
to conflict of law principles.


 


13.        
Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for
review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.


 


14.        
Restricted
Stock Units Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders.
The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the
event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.


 






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15.        
Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and
inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this
Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to
whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.


 


16.        
Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability
of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.


 


17.        
Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in
its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right
to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the
Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions
of the Grantee’s employment with the Company.


 


18.        
Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively;
provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without
the Grantee’s consent.


 


19.        
Section
409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed
and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A
of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under
this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes,
penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the
Code.


 


20.        
No
Impact on Other Benefits. The value of the Grantee’s Restricted Stock Units is not part of his or her normal or
expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


21.        
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic
mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


22.        
Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms
and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this
Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted
Stock Units or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such
vesting, settlement or disposition.


 


[signature page
follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.


 








	 	SenesTech, Inc.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


	 	[NAME]
	 	 
	 	 
	 	By:	 
	 	Name: 	 
	 	 	 


 


 



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